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6-K 1 ednfs1q24_6k.htm 6-K


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May, 2024

 

EMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A. (EDENOR)

(DISTRIBUTION AND MARKETING COMPANY OF THE NORTH )

 

(Translation of Registrant's Name Into English)

 

Argentina

 

(Jurisdiction of incorporation or organization)

 

 

Av. del Libertador 6363,

12th Floor,

City of Buenos Aires (A1428ARG),

Tel: 54-11-4346-5000

 

(Address of principal executive offices)

 

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

 

Form 20-F  X     Form 40-F        

 

(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

 

Yes          No  X  

 

(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-             .)

 

 

 

 

 

 

 

 

 

 

 

 

CONDENSED INTERIM FINANCIAL STATEMENTS

 

 

 

AS OF MARCH 31, 2024 AND FOR THE

THREE-MONTH PERIOD ENDED MARCH 31, 2024

PRESENTED IN COMPARATIVE FORM

(Stated in millions of constant pesos – Note 3)

 

 

 
 

CONDENSED INTERIM

FINANCIAL STATEMENTS

 

 

 

Legal Information

2
Condensed Interim Statement of Comprehensive Income (Loss) 3
Condensed Interim Statement of Financial Position 4
Condensed Interim Statement of Changes in Equity 6
Condensed Interim Statement of Cash Flows 7
   
Notes to the Condensed Interim Financial Statements:  
1 | General information 9
2 | Regulatory framework 10
3 | Basis of preparation 11
4 | Accounting policies 12
5 | Financial risk management 13
6 | Critical accounting estimates and judgments 15
7 | Contingencies and lawsuits 15
8 | Revenue from sales and energy purchases 17
9 | Expenses by nature 19
10 | Other operating income (expense), net 20
11 | Net finance costs 20
12 | Basic and diluted earnings (loss) per share 21
13 | Property, plant and equipment 22
14 | Right-of-use assets 24
15 | Inventories 24
16 | Other receivables 24
17 | Trade receivables 25
18 | Financial assets at fair value through profit or loss 25
19 | Cash and cash equivalents 25
20 | Share capital and additional paid-in capital 26
21 | Allocation of profits 26
22 | Trade payables 26
23 | Other payables 27
24 | Borrowings 28
25 | Salaries and social security taxes payable 30
26 | Income tax and deferred tax 30
27 | Tax liabilities 31
28 | Provisions 31
29 | Related-party transactions 32
30 | Shareholders’ Meeting 32
31 | Events after the reporting period 33

 

 
 

CONDENSED INTERIM

FINANCIAL STATEMENTS

 

Glossary of Terms

 

The following definitions, which are not technical ones, will help readers understand some of the terms used in the text of the notes to the Company’s Condensed Interim Financial Statements.

 

Terms Definitions
AMBA Buenos Aires Metropolitan Area
BCRA Central Bank of Argentina
BNA Banco de la Nación Argentina
CABA City of Buenos Aires
CAMMESA

Compañía Administradora del Mercado Mayorista Eléctrico S.A.

(the company in charge of the regulation and operation of the wholesale electricity market)

CNV National Securities Commission
CPD Distribution Own Cost
edenor Empresa Distribuidora y Comercializadora Norte S.A.
ENRE National Regulatory Authority for the Distribution of Electricity
FACPCE Argentine Federation of Professional Councils in Economic Sciences
GWh Gigawatt hour
IAS International Accounting Standards
IASB International Accounting Standards Board
IFRIC International Financial Reporting Interpretations Committee
IFRS International Financial Reporting Standards
IGJ Inspección General de Justicia (the Argentine governmental regulatory agency of corporations)
MEM Wholesale Electricity Market
MWh Megawatt hour
PBA Province of Buenos Aires
PEN Federal Executive Power
RECPAM Gain (Loss) on exposure to the changes in the purchasing power of the currency
RT Electricity Rate Review
SACME S.A. Centro de Movimiento de Energía
SE Energy Secretariat
VAD Distribution Added Value
   

 

 
 1

CONDENSED INTERIM

FINANCIAL STATEMENTS

 

 

Legal Information

Corporate name: Empresa Distribuidora y Comercializadora Norte S.A.

Legal address: 6363 Av. Del Libertador Ave., City of Buenos Aires

Main business: Distribution and sale of electricity in the area and under the terms of the Concession Agreement by which this public service is regulated

Date of registration with the Public Registry of Commerce:

· of the Articles of Incorporation: August 3, 1992
· of the last amendment to the Bylaws: April 10, 2023

 

Term of the Corporation: August 3, 2087

 

Registration number with the “Inspección General de Justicia” (the Argentine governmental regulatory agency of corporations): 1,559,940

 

Parent company: Empresa de Energía del Cono Sur S.A.

 

Legal address: 1252 Maipú Ave., 12th Floor - CABA

 

Main business of the parent company: Investment company and provider of services related to the distribution of electricity, renewable energies and development of sustainable technology

 

Interest held by the parent company in capital stock and votes: 51%

 

CAPITAL STRUCTURE

AS OF MARCH 31, 2024

(amounts stated in pesos)

 

Class of shares    Subscribed and paid-in
(See Note 20)
Common, book-entry shares, face value 1 and 1 vote per share    
Class A    462,292,111
Class B (1)    442,566,330
Class C (2)   1,596,659
     906,455,100

 

(1) Includes 30,852,251 treasury shares as of March 31, 2024 (Note 20).
(2) Relates to the Employee Stock Ownership Program Class C shares (Note 20).

 

 
 2

CONDENSED INTERIM

FINANCIAL STATEMENTS

 

edenor

Condensed Interim Statement of Comprehensive Income (Loss)

for the three-month period ended March 31, 2024

presented in comparative form

(Stated in millions of constant pesos – Note 3)

 

  Note   03.31.24   03.31.23
           
Revenue 8   276,157   270,771
Energy purchases 8    (160,419)    (195,559)
Distribution margin     115,738   75,212
Transmission and distribution expenses 9    (73,673)    (69,671)
Gross profit     42,065   5,541
           
Selling expenses 9    (41,175)    (29,861)
Administrative expenses 9    (24,066)    (22,716)
Other operating income 10    5,433    8,262
Other operating expense 10    (4,461)    (5,963)
Operating result      (22,204)    (44,737)
           
           
Financial income 11   115   5
Financial costs 11    (113,589)    (146,720)
Other financial results 11    (100,576)    11,638
Net financial costs      (214,050)    (135,077)
           
Monetary gain (RECPAM)     221,494   157,031
           
Loss before taxes      (14,760)    (22,783)
           
Income tax 26    65,627    (15,856)
Income (Loss) for the period      50,867    (38,639)
           
           
Comprehensive income (loss) for the period attributable to:          
Owners of the parent      50,867    (38,639)
Comprehensive income (loss) for the period      50,867    (38,639)
           
Basic and diluted income (loss) per share:          
Income (Loss) per share (argentine pesos per share) 12    58.13    (44.16)

 

The accompanying notes are an integral part of the Condensed Interim Financial Statements.

 
 3

CONDENSED INTERIM

FINANCIAL STATEMENTS

 

edenor

Condensed Interim Statement of Financial Position

as of March 31, 2024 presented in comparative form

(Stated in millions of constant pesos – Note 3)

 

  Note    03.31.24    12.31.23
ASSETS          
Non-current assets          
Property, plant and equipment 13    1,953,999    1,930,124
Interest in joint ventures     86   86
Right-of-use asset 14    6,249    5,367
Other receivables 16    3    4
Total non-current assets      1,960,337    1,935,581
           
Current assets          
Inventories 15    76,248    60,369
Other receivables 16    53,231    51,621
Trade receivables 17    205,224    100,975
Financial assets at fair value through profit or loss 18    144,310    125,281
Cash and cash equivalents 19    25,207    13,840
Total current assets      504,220    352,086
TOTAL ASSETS      2,464,557    2,287,667

 

 
 4

CONDENSED INTERIM

FINANCIAL STATEMENTS

 

 

edenor

Condensed Interim Statement of Financial Position

as of March 31, 2024 presented in comparative form (continued)

(Stated in millions of constant pesos – Note 3)

 

  Note    03.31.24    12.31.23
EQUITY          
Share capital and reserve attributable to the owners of the Company          
Share capital 20   875   875
Adjustment to share capital 20    516,633    516,633
Treasury stock 20   31   31
Adjustment to treasury stock 20    11,077    11,077
Additional paid-in capital 20    7,150    7,150
Cost treasury stock      (42,365)    (42,365)
Legal reserve      35,814    35,814
Voluntary reserve      346,826    346,826
Other comprehensive loss      (5,256)    (5,256)
Accumulated losses      (154,584)    (205,451)
TOTAL EQUITY      716,201    665,334
           
LIABILITIES          
Non-current liabilities          
Trade payables 22    1,843    2,422
Other payables 23    277,657    240,963
Borrowings 24    127,285    67,236
Deferred revenue      20,621    20,430
Salaries and social security payable 25    3,887    3,713
Benefit plans      8,466    7,463
Deferred tax liability 26    660,176    725,803
Provisions 28    10,943    14,951
Total non-current liabilities      1,110,878    1,082,981
Current liabilities          
Trade payables 22    458,837    365,329
Other payables 23    87,524    44,486
Borrowings 24    52,903    76,816
Deferred revenue     50   76
Salaries and social security payable 25    26,736    40,386
Benefit plans     578   876
Tax liabilities 27    7,816    7,033
Provisions 28    3,034    4,350
Total current liabilities      637,478    539,352
TOTAL LIABILITIES      1,748,356    1,622,333
           
TOTAL LIABILITIES AND EQUITY      2,464,557    2,287,667

 

The accompanying notes are an integral part of the Condensed Interim Financial Statements.

 
 5

CONDENSED INTERIM

FINANCIAL STATEMENTS

 

 

edenor

Condensed Interim Statement of Changes in Equity

for the three-month period ended March 31, 2024

presented in comparative form

(Stated in millions of constant pesos – Note 3)

 

  Share capital   Adjust- ment to share capital   Treasury stock   Adjust- ment to treasury stock   Additional paid-in capital   Cost treasury stock   Legal reserve   Voluntary reserve   Other reserve    Other comprehen- sive results   Accumula- ted (losses) profits   Total equity
Balance at December 31, 2022 875   516,581   31   11,129   7,086   (42,365)   35,814   346,826   -   (3,831)   (278,792)   593,354
Loss for the three-month period -   -   -   -   -   -   -   -   -   -   (38,639)   (38,639)
Balance at March 31, 2023 875   516,581   31   11,129   7,086   (42,365)   35,814   346,826   -   (3,831)   (317,431)   554,715
Other Reserve Constitution - Share-based compensation plan -   -   -   -   -   -   -   -   64   -   -   64
Payment of Other Reserve Constitution - Share-based compensation plan -   52   -   (52)   64   -   -   -   (64)   -   -   -
Other comprehensive results -   -   -   -   -   -   -   -   -   (1,425)   -   (1,425)
Income for the nine-month complementary period -   -   -   -   -   -   -   -   -   -   111,980   111,980
Balance at December 31, 2023 875   516,633   31   11,077   7,150   (42,365)   35,814   346,826   -   (5,256)   (205,451)   665,334
Income for the three-month period  -   -   -    -   -    -    -   -    -   -   50,867   50,867
Balance at March 31, 2024 875   516,633   31   11,077   7,150   (42,365)   35,814   346,826   -   (5,256)   (154,584)   716,201

 

The accompanying notes are an integral part of the Condensed Interim Financial Statements.

 
 6

CONDENSED INTERIM

FINANCIAL STATEMENTS

 

edenor

Condensed Interim Statement of Cash Flows

for the three-month period ended March 31, 2024

presented in comparative form

(Stated in millions of constant pesos – Note 3)

 

  Note   03.31.24   03.31.23
Cash flows from operating activities          
Income (Loss) for the period     50,867   (38,639)
           
Adjustments to reconcile net (loss) income to net cash flows from operating activities:          
Depreciation of property, plant and equipment 13   24,977   23,621
Depreciation of right-of-use assets 14   1,623   1,037
Loss on disposals of property, plant and equipment 13    236    349
Net accrued interest 11   113,122   146,714
Income from customer surcharges 10   (4,224)   (3,885)
Exchange difference 11   2,434    527
Income tax 26   (65,627)   15,856
Allowance for the impairment of trade and other receivables 9    442   2,789
Adjustment to present value of receivables 11   1,160    368
Provision for contingencies 28   1,940   1,891
Changes in fair value of financial assets and financial liabilities 11   91,795   (17,820)
Accrual of benefit plans 9   3,838   3,531
Loss on integration in kind of Corporate Notes 11    975    -
Income from non-reimbursable customer contributions 10   (60)   (46)
Other financial costs 11   4,212   5,287
Monetary gain (RECPAM)     (221,494)   (157,031)
Changes in operating assets and liabilities:          
Increase in trade receivables     (130,770)   (53,472)
Increase in other receivables     (17,740)   (26,232)
Increase in inventories     (11,197)   (5,248)
Increase in deferred revenue      154   4
Increase in trade payables     152,260   110,280
Increase (Decrease) in salaries and social security payable     1,538   (6,982)
Decrease in benefit plans     (294)   (1,311)
Increase in tax liabilities     3,166   2,587
Increase in other payables     25,286   2,382
Decrease in provisions 28   (610)   (368)
Net cash flows generated by operating activities     28,009   6,189

 

 
 7

CONDENSED INTERIM

FINANCIAL STATEMENTS

 

 

edenor

Condensed Interim Statement of Cash Flows

for the three-month period ended March 31, 2024

presented in comparative form (continued)

(Stated in millions of constant pesos – Note 3)

 

  Note   03.31.24   03.31.23
Cash flows from investing activities          
Payment of property, plants and equipments     (42,704)   (34,590)
(Purchase) Sale net of Mutual funds and negotiable instruments   (47,770)   23,358
Net cash flows used in investing activities     (90,474)   (11,232)
           
Cash flows from financing activities          
Proceeds from borrowings     79,592   25,813
Payment of lease liability     (2,410)   (1,714)
Payment of interests from borrowings     (1,406)    -
Payment of Corporate Notes issuance expenses     (2,336)   (884)
Net cash flows generated by financing activities     73,440   23,215
           
Increase in cash and cash equivalents     10,975   18,172
           
Cash and cash equivalents at the beginning of the year 19   13,840   7,695
Exchange difference in cash and cash equivalents      544   1,614
Result from exposure to inflation     (152)   (70)
Increase in cash and cash equivalents     10,975   18,172
Cash and cash equivalents at the end of the period 19   25,207   27,411

 

The accompanying notes are an integral part of the Condensed Interim Financial Statements.

 
 8

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
Note 1 | General information

 

Empresa Distribuidora y Comercializadora Norte S.A. (hereinafter “edenor” or “the Company”) is a corporation (sociedad anónima) organized under the laws of Argentina, with legal address at 6363 Av. Del Libertador Ave - City of Buenos Aires, Argentine Republic, whose shares are traded on Bolsas y Mercados Argentinos S.A. (ByMA) (Argentine Stock Exchange and Securities Market) and the New York Stock Exchange (NYSE).

 

The corporate purpose of edenor is to engage in the distribution and sale of electricity within the concession area. Furthermore, among other activities, the Company may subscribe or acquire shares of other electricity distribution companies, subject to the approval of the regulatory agency, assign the use of the network to provide electricity transmission or other voice, data and image transmission services, and render advisory, training, maintenance, consulting, and management services and know-how related to the distribution of electricity both in Argentina and abroad. These activities may be conducted directly by edenor or through subsidiaries or related companies. In addition, the Company may act as trustee of trusts created under Argentine laws.

 

The Company’s economic and financial situation

 

In the first three-month period of 2024, the Company shows a significant improvement in its economic performance, as a consequence of the positive trend towards the sector’s normalization and closely related to the recent electricity rate increases and the prospect that the electricity rates will be periodically adjusted and subsidies will be reduced in the short term. This trend will allow for the improvement of the Company’s electricity rate situation and its economic and financial equation, ensuring the economic self-sufficiency of the electricity system for a foreseeable future.

 

In particular, the electricity rate adjustments of February 2024 implied an increase in the CPD of 319.2% (Note 2.a), which resulted in an improvement in the Company’s gross profit for the current period.

 

Furthermore, supplementing Executive Order No. 70/2023 issued by the Executive Power, which provided for the economic, financial, fiscal, pension, tariff, healthcare, social and administrative emergency until December 31, 2025, together with other measures of a deregulatory nature for the economy as a whole, with the aim, as stated, of achieving fiscal balance, the bill entitled “Law of bases and starting points for the freedom of the Argentine people”, which included a comprehensive package of measures and provided, among other issues, for changes in energy-related regulations and the creation of a new regulatory entity, was introduced to Congress. The aforementioned bill was approved by the lower house of Congress with amendments, including tax and labor-related reforms, and is currently awaiting its release by the Senate committees.

 

The context of volatility and uncertainty continues at the date of issuance of these condensed interim financial statements. The reforms proposed by the new administration have begun, as mentioned in the preceding paragraph, to be discussed in the legislature. At this point in time it is not possible to predict the outcome of such discussions or if new measures will be announced. The Company’s Management permanently monitors the development of the variables that affect the Company’s business, in order to define its course of action and identify the potential impacts on its financial and cash position. Within the described context, the Company continues making the investments necessary, both for the operation of the network and for maintaining and even improving the quality of the service.

 

The Company’s condensed interim financial statements must be read in the light of these circumstances.

 
 9

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 

Notwithstanding the above-described situation, it is worth pointing out that even though in the last few fiscal years the Company recorded negative working capital, as a consequence of the insufficient adjustments of the electricity rate over the last few years, in general terms, the quality of the electricity distribution service has been improved, both in duration and frequency of power cuts. In this regard, the Company is optimistic that the new electricity rates will result in the Company’s operating once again under a regulatory framework with clear and precise rules, which will make it possible to meet the costs associated with both the provision of the service and the need for additional investments to satisfy the demand, in order to maintain the provision of the public service, object of the concession, in a satisfactory manner in terms of quality and reliability. Therefore, these condensed interim financial statements have been prepared using the ongoing concern basis of accounting.

 

Note 2 | Regulatory framework

 

At the date of issuance of these condensed interim financial statements, there exist the following changes with respect to the situation reported by the Company in the Financial Statements as of December 31, 2023:

 

a) Electricity rate situation

 

On March 11, 2024, by means of Notes Nos. 2024-25658076 and 2024-24980062, the ENRE instructed the Company to apply the prices of SE Resolution No. 7/2024 from 12:00 AM on February 1, 2024 until the date on which ENRE Resolution No. 102/2024 -which provided for the 319.2% increase of the CPD- comes into effect, taking also into consideration the CPD approved by ENRE Resolution No. 241/2023.

 

Furthermore, on March 26, 2024, by means of Resolution No. 198/2024, the ENRE approved the values of the Company’s electricity rate schedule effective from the billing relating to the reading of meters subsequent to 12:00 AM on April 1, 2024, changing the structure of Tariff T1-R, opening R3 and R4 categories and adding two additional consumption segments referred to as R5 and R6.

 

Additionally, on April 9, 2024, by means of Resolution No. 213/2024, the ENRE replaced the electricity rate values applicable to the self-administered metering system approved by ENRE Resolution No. 198/2024 for G1, G2 and G3 subcategories.

 

Finally, on May 8, 2024, by means of ENRE Resolution No. 270/2024, the Program for the Electricity Distribution Rate Review in 2024 is approved.

 

b) Agreement on the Regularization of Payment Obligations – Debt for the purchase of energy in the MEM

 

The Payment plan liability resulting from the two Agreements entered into by the Company and CAMMESA, including both financial components accrued and payments made, amounts to $244,070, and is disclosed in the Other payables account of the Statement of Financial Position.

 

The Payment plan relating to the agreement entered into on December 29, 2022 relates to progressively increasing installments at the interest rate in effect in the MEM, reduced by 50%, but whose average installment according to the payment schedule is increased by 133% each year until the fifth year, and by 268% from the sixth through the eighth year. The Payment plan relating to the agreement entered into on July 28, 2023 relates to installments adjusted in accordance with the development of the MWh value in effect. In particular, as of March 31, 2024, due to the electricity rate increase mentioned in caption a) of this Note, the debt relating to this Payment plan amounts to $ 167,417.

 
 10

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 

In the event that the ENRE fails to grant an increase in the VAD, the Company, based on the provisions of Article Six of the Memorandum of Agreement, could be forced to partially suspend payment of its current obligations. Due to that situation, the SE, in the event of a communication from CAMMESA, and after having demanded that the Company regularize its payment obligations, may at its sole discretion provide that the Memorandum of Agreement or any part thereof be terminated. In view of the present situation, the Company believes that the likelihood of this situation occurring is remote.

 

Furthermore, on May 6, 2024, by means of Resolution No. 58/2024, the SE instructed CAMMESA to determine the amounts owed by distribution companies for energy purchased from the MEM, as well as the manner in which they are to be paid.

 

c) Framework Agreement

 

On October 19, 2023, the ENRE validated receivables for $1,431 and $ 1,056 for electricity consumption between January and September 2023, which must be contributed by the Federal Government and the Province of Buenos Aires, respectively. At the date of issuance of these condensed interim financial statements, the Province of Buenos Aires’ contribution has not yet been credited.

 

Note 3 | Basis of preparation

 

These condensed interim financial statements for the three-month period ended March 31, 2024 have been prepared in accordance with the provisions of IAS 34 “Interim Financial Reporting”. They were approved for issue by the Company’s Board of Directors on May 10, 2024.

 

By means of General Resolution No. 622/2013, the CNV provided for the application of Technical Resolution No. 26 of the FACPCE, which adopts the IFRS issued by the IASB, for those entities that are included in the public offering system of Law No. 17,811, as amended, whether on account of their capital or their corporate notes, or have requested authorization to be included in the aforementioned system.

 

These condensed interim financial statements include all the necessary information in order for the users to properly understand the relevant facts and transactions that have occurred subsequent to the issuance of the last Financial Statements for the year ended December 31, 2023 and until the date of issuance of these condensed interim financial statements. The Company’s Management estimates that they include all the necessary adjustments to fairly present the results of operations for each period. The results of operations for the three-month period ended March 31, 2024 and its comparative period as of March 31, 2023 do not necessarily reflect the Company’s results in proportion to the full fiscal year. Therefore, the condensed interim financial statements should be read together with the audited Financial Statements as of December 31, 2023 prepared under IFRS.

 

The Company’s condensed interim financial statements are measured in pesos (the legal currency in Argentina) restated in accordance with that mentioned in this Note, which is also the presentation currency.

 

Comparative information

 

The balances as of December 31 and March 31, 2023, as the case may be, disclosed in these condensed interim financial statements for comparative purposes, arise as a result of restating the annual Financial Statements and the Condensed Interim Financial Statements as of those dates, respectively, to the purchasing power of the currency at March 31, 2024, as a consequence of the restatement of financial information described hereunder. Furthermore, certain amounts of the financial statements presented in comparative form have been reclassified in order to maintain consistency of presentation with the amounts of the current periods.

 
 11

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 

Restatement of financial information

 

The condensed interim financial statements, including the figures relating to the previous year/period, have been stated in terms of the measuring unit current at March 31, 2024, in accordance with IAS 29 “Financial reporting in hyperinflationary economies”, using the indexes published by the FACPCE. The inflation rate applied for the January 1, 2024 - March 31, 2024 period was 51.6%.

 

Note 4 | Accounting policies

 

The accounting policies adopted for these condensed interim financial statements are consistent with those used in the Financial Statements for the last financial year, which ended on December 31, 2023.

 

Detailed below are the accounting standards, amendments and interpretations issued by the IASB in the last few years that are effective as of March 31, 2024 and have been adopted by the Company:

 

- IAS 1 “Presentation of financial statements”, amended in January and July 2020, February 2021 and October 2022. It incorporates amendments to the classification of liabilities as current or non-current.

 

- IFRS 16 “Leases”, amended in September 2022. It clarifies how a seller-lessee subsequently measures sale and leaseback transactions that satisfy the requirements in IFRS 15 to be accounted for as a sale.

 

- IFRS Sustainability Disclosure Standards, amended in June 2023. IFRS S1 sets out overall requirements in order for an entity to disclose information about its sustainability-related risks and opportunities that is useful to the users of general purpose financial reports in making decisions relating to providing resources to the entity. IFRS S2 sets out the requirements for identifying, measuring and disclosing information about climate-related risks and opportunities that is useful to the users of general purpose financial reports in making decisions relating to providing resources to the entity.

 

There are no new IFRS or IFRIC applicable as from this period that have a material impact on the Company’s condensed interim financial statements.

 

New accounting standards issued by the IASB that are not yet effective and have not been early adopted by the Company

 

- IFRS 18 “Presentation and disclosure in financial statements”, issued in April 2024. It includes new requirements for all entities applying IFRS for the presentation and disclosure of information in financial statements. It introduces three defined categories of income and expenses (operating, investing and financing) that modify the structure of the statement of profit or loss, and requires companies to present new defined subtotals, including operating profit or loss, in order to analyze the companies’ financial performance and facilitate comparison between companies. The standard requires companies to disclose explanations of those company-specific measures that are related to the statement of profit or loss, referred to as management-defined performance measures. It provides enhanced guidance on how to organize information and whether to provide it in the primary financial statements or in the notes. It requires that companies provide more transparency about operating expenses. The management-defined performance measures, as defined by IFRS 18, consist of measures that are subtotals of income and expenses. IFRS 18 does not require companies to provide management-defined performance measures but does require companies to explain them if they are provided.

 
 12

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 

IFRS 18 replaces IAS 1 “Presentation of financial statements”, but carries forward many requirements from IAS 1 unchanged. IFRS 18 is effective for annual reporting periods beginning as from January 1, 2027, with early adoption permitted. In this regard, the Company is currently assessing the impact of IFRS 18 and estimates that there will be significant changes in the disclosure of the Comprehensive Statement of Income and its related notes.

 

Note 5 | Financial risk management

 

Note 5.1 | Financial risk factors

 

The Company’s activities and the market in which it operates expose the Company to a number of financial risks: market risk (including currency risk, cash flows interest rate risk, fair value interest rate risk and price risk), credit risk and liquidity risk.

 

Additionally, the difficulty in obtaining financing in international or national markets could affect certain variables of the Company’s business, such as interest rates, foreign currency exchange rates and the access to sources of financing.

 

With regard to the Company’s risk management policies, there have been no significant changes since the last fiscal year end.

 

a. Market risks

 

i. Currency risk

 

As of March 31, 2024 and December 31, 2023, the Company’s balances in foreign currency are as follow:

    Currency    Amount in foreign currency   Exchange rate (1)   Total
03.31.24
  Total
12.31.23
           
ASSETS                    
CURRENT ASSETS                    
Other receivables   USD    26.6   855.000    22,743   32,118
Financial assets at fair value through profit or loss   USD   114.0   855.000    97,470   62,405
Cash and cash equivalents   USD    0.2   855.000   171   244
TOTAL CURRENT ASSETS                120,384   94,767
TOTAL ASSETS                120,384   94,767
                     
LIABILITIES                    
NON-CURRENT LIABILITIES                    
Borrowings   USD   148.4   858.000    127,285   67,236
TOTAL NON-CURRENT LIABILITIES                127,285   67,236
CURRENT LIABILITIES                    
Trade payables   USD    18.3   858.000    15,701   28,071
    EUR    1.0   929.557   930   814
    CHF    0.3   948.039   284   438
    CNY    9.7   120.818    1,172    -
Borrowings   USD    61.3   858.000    52,607   76,386
    CNY    2.6   113.910   296   430
Other payables   USD    1.4   858.000    1,222   1,712
TOTAL CURRENT LIABILITIES                72,212   107,851
TOTAL LIABILITIES                199,497   175,087

 

(1) The exchange rates used are the BNA exchange rates in effect as of March 31, 2024 for United States dollars (USD), Euros (EUR), Swiss francs (CHF) and Chinese yuans (CNY).
 
 13

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
ii. Fair value estimate

 

The Company classifies the measurements of financial instruments at fair value using a fair value hierarchy that reflects the relevance of the variables used for carrying out such measurements. The fair value hierarchy has the following levels:

 

· Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.


· Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from the prices).


· Level 3: inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs).

 

The table below shows the Company’s financial assets and liabilities measured at fair value as of March 31, 2024 and December 31, 2023:

 

     LEVEL 1    LEVEL 2
         
At March 31, 2024        
Assets        
Other receivables        
Transferred assets and in custody   21,840   -
Financial assets at fair value through profit or loss:        
Negotiable instruments    3,029  
Mutual funds   141,281  
Cash and cash equivalents:        
Mutual funds   22,097  
Total assets   188,247   -
         
Liabilities        
Other liabilities:        
Payment plan - CAMMESA   -   167,417
Total liabilities   -   167,417
         
         
     LEVEL 1    LEVEL 2
At December 31, 2023        
Assets        
Other receivables        
Transferred assets and in custody   30,939   -
Financial assets at fair value through profit or loss:        
Negotiable instruments   891   -
Mutual funds   124,390   -
Cash and cash equivalents        
Mutual funds   11,721   -
Total assets   167,941   -
         
Liabilities        
Other liabilities:        
Payment plan - CAMMESA   -   90,955
Total liabilities   -   90,955

 

 
 14

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
iii. Interest rate risk

 

Interest rate risk is the risk of fluctuation in the fair value or cash flows of an instrument due to changes in market interest rates. The Company’s exposure to interest rate risk is mainly related to its long-term debt obligations.

 

Indebtedness at floating rates exposes the Company to interest rate risk on its cash flows. Indebtedness at fixed rates exposes the Company to interest rate risk on the fair value of its liabilities. As of March 31, 2024 and December 31, 2023, except for both the Class No. 4 Corporate Notes issued by the Company in Argentine pesos, at the private BADLAR floating interest rate plus an annual 3% fixed margin (Note 24), and the Payment plan with CAMMESA that is disclosed in the Other payables account (Notes 2.b and 23), all the loans were obtained at fixed interest rates. The Company’s policy is to keep the largest percentage of its indebtedness in instruments that accrue interest at fixed rates.

 

Note 6 | Critical accounting estimates and judgments

 

The preparation of the condensed interim financial statements requires the Company’s Management to make estimates and assessments concerning the future, exercise critical judgment and make assumptions that affect the application of the accounting policies and the reported amounts of assets and liabilities and revenues and expenses. 

 

These estimates and judgments are permanently evaluated and are based upon past experience and other factors that are reasonable under the existing circumstances. Future actual results may differ from the estimates and assessments made at the date of preparation of these condensed interim financial statements.

 

In the preparation of these condensed interim financial statements, there were no changes in either the critical judgments made by the Company when applying its accounting policies or the sources of estimation uncertainty used with respect to those applied in the Financial Statements for the year ended December 31, 2023.

 

Note 7 | Contingencies and lawsuits

 

The provision for contingencies has been recorded to face situations existing at the end of each period that may result in a loss for the Company if one or more future events occurred or failed to occur.

 

At the date of issuance of these condensed interim financial statements, there are no significant changes with respect to the situation reported by the Company in the Financial Statements as of December 31, 2023, except for the following:

 

- Federal Administration of Public Revenues (“AFIP”) – Difference in contribution rate to the Single Social Security System (“SUSS”) (executive order 814/2001) for the 12/2011- 11/2019 fiscal periods

 

(i)       Edenor S.A. VS AFIP, CHALLENGE OF DEBT, Court record 20408/2021 (CI 25,329) (OI No. 1,578,472- for the 12/2011-12/2016 tax periods):

 

On February 29, 2024 proof that the Company is unable to comply with the “Pay First” requirement due to the long-overdue readjustment of revenue, as with rates, which must be issued by the relevant authorities, was filed in the court record.

 
 15

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 

(ii)       Edenor S.A. VS AFIP, CHALLENGE OF DEBT, Court record 11840/2021 (CI 25,329) (OI No. 1,806,371- for the 01/2017-06/2019 tax periods):

 

On February 22, 2024, the Company was served notice of the Court of Appeals’ decision, whereby the appeal filed by the Company was rejected as inadmissible, inasmuch as the appellate court does not agree with the criterion of the other courtrooms that accept the surety bond as a replacement for the “Pay First” requirement. In that regard, it stated that in order for the surety bond to be accepted, the impossibility of payment must be founded. The Company filed a federal extraordinary appeal (“recurso extraordinario federal”) with the Supreme Court of Justice, which was denied, and an appeal against the denial to admit the extraordinary appeal (“recurso de queja”), which is currently in process. The fact that this appeal is granted without a stay of execution would imply the AFIP’s right to judicially demand the immediate availability of the funds to continue with the Company’s defense.

 

(iii)       Edenor S.A. VS AFIP, SOCIAL SECURITY CONTRIBUTIONS (CI 24,920) (OI: 1893337- for the 07/2019-11/2019 tax periods- Court record No.: CSS 053731/2022):

 

Furthermore, on February 29, 2024 proof that the Company is unable to comply with the “Pay First” requirement was filed in the court record, in the same way as in the court record mentioned in (i).

 

Without prejudice to the immediacy of the appeal filed to the CSJN against the denial to admit the extraordinary appeal, which would be granted without a stay of execution and, therefore, the conditions to enforce payment of the debt in question in this specific process mentioned in (ii) above would exist; the merits of the case have not yet been dealt with in this Courtroom and, according to the Company’s understanding and based on the opinion of its legal advisors, the Company’s Management believes there exist solid arguments to defend the inclusion of the Company under section 1 of Law 22,016, as it was in effect until the issuance of Executive Order No. 814/2001.

 

Notwithstanding that which has been described above, different alternatives are continuously assessed by the Company in order to defend itself against the tax claims optimizing its tax burden, such as adhering to payment facilitation plans or plans for the regularization of payment obligations that could be in effect when a decision is taken by the Management.

 

- AFIP’s tax claim for Income Tax, Undocumented outflows and VAT

 

On April 12, 2024, as a consequence of the analysis of the submitted expert’s report, Federal Court in Criminal Matters of San Martín No. 1 rendered judgment, stating that the investigation is exhausted and that as a result thereof not only the execution of the works and transactions documented in the billing declared in the 2017-2018 period by edenor to the tax collecting agency, but also the existence and operating capacity of both contractors to manage and carry out the works paid by edenor was verified, acquitting the Company, the Company’s former chairman and former Board of Directors members, CYSE S.A., and Fuentes y Asociados S.A. of the criminal charges related to this court record.

 
 16

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
Note 8 | Revenue from sales and energy purchases

 

We provide below a brief description of the main services provided by the Company:

 

Sales of electricity

Small demand segment: Residential use and public lighting (T1) Relates to the highest demand average recorded over 15 consecutive minutes that is less than 10 kilowatts. In turn, this segment is subdivided into different residential categories based on consumption. This segment also includes a subcategory for public lighting. Users are categorized by the Company according to their consumption.
Medium demand segment: Commercial and industrial customers (T2) Relates to the highest demand average recorded over 15 consecutive minutes that is equal to or greater than 10 Kilowatts but less than 50 Kilowatts. The Company agrees with the user the supply capacity.
Large demand segment (T3) Relates to the highest demand average recorded over 15 consecutive minutes that is greater than 50 Kilowatts. In turn, this segment is subdivided into categories according to the supply voltage -low, medium or high-, from voltages of up to 1 Kilovolt to voltages greater than 66 Kilovolts.

Other: (Shantytowns/

Wheeling system)

Revenue is recognized to the extent that a renewal of the Framework Agreement has been formalized for the period in which the service was accrued. In the case of the service related to the Wheeling system, revenue is recognized when the Company allows third parties (generators and large users) to access the available transmission capacity within its distribution system upon payment of a wheeling fee.

 

The KWh price relating to the Company’s sales of electricity is determined by the ENRE by means of the periodic publication of electricity rate schedules (Note 2.a), for those distributors that are regulated by the aforementioned Regulatory Authority, based on the rate setting and adjustment process set forth in the Concession Agreement.

 

 

Other services

Right of use of poles Revenue is recognized to the extent that the rental value of the right of use of the poles used by the Company’s electricity network has been agreed upon for the benefit of third parties.
Connection and reconnection charges Relate to revenue accrued for the carrying out of the electricity supply connection of new customers or the reconnection of already existing users.
 
 17

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 

Energy purchases

Energy purchase The Company bills its users the cost of its purchases of energy, which includes charges for purchases of energy and power. The Company purchases electric power at seasonal prices approved by the SE. The price of the Company’s electric power reflects the costs of transmission and other regulatory charges.

Energy

losses

Energy losses are equivalent to the difference between energy purchased and energy sold. These losses can be classified into technical and non-technical losses. Technical losses represent the energy lost during transmission and distribution within the network as a consequence of the natural heating of the conductors and transformers that carry electricity from power generation plants to users. Non-technical losses represent the remainder of the Company’s energy losses and are mainly due to the illegal use of its services or the theft of energy. Energy losses require that the Company purchase additional energy in order to meet the demand and its Concession Agreement allows it to recover from its users the cost of these purchases up to a loss factor specified in its concession for each rate category. The current loss factor recognized in the tariff by virtue of its concession amounts approximately to 9.1%.

 

 

    03.31.24   03.31.23
    GWh   $   GWh   $
Sales of electricity                
Small demand segment: Residential use and public lighting (T1)   3,473    160,244   3,856    162,135
Medium demand segment: Commercial and industrial (T2)   411    37,946   431    27,885
Large demand segment (T3)   932    66,156   989    68,437
Other: (Shantytowns/Wheeling system)   1,165    10,762   1,212    10,984
Subtotal - Sales of electricity   5,981    275,108   6,488    269,441
                 
Other services                
Right of use of poles        908        1,253
Connection and reconnection charges        141        77
Subtotal - Other services        1,049        1,330
                 
                 
Total - Revenue        276,157        270,771
                 
                 
                 
                 
    03.31.24   03.31.23
    GWh   $   GWh   $
                 
Energy purchases (1)    7,004    (160,419)    7,726    (195,559)

 

(1) As of March 31, 2024 and 2023, the cost of energy purchases includes technical and non-technical energy losses for 1,023 GWh and 1,238 GWh, respectively.
 
 18

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
Note 9 | Expenses by nature

 

The detail of expenses by nature is as follows:

 

Expenses by nature at 03.31.24
 Description    Transmission and distribution expenses    Selling expenses    Administrative expenses    Total
Salaries and social security taxes   27,795   3,690    8,688   40,173
Pension plans   2,655    353   830   3,838
Communications expenses    949    669   -   1,618
Allowance for the impairment of trade and other receivables    -    442   -    442
Supplies consumption   6,146    -   643   6,789
Leases and insurance    181   3   504    688
Security service   1,473    115   137   1,725
Fees and remuneration for services   10,127   5,754    9,354   25,235
Public relations and marketing    -   1,816   -   1,816
Advertising and sponsorship    -    936   -    936
Reimbursements to personnel    -    -    1   1
Depreciation of property, plant and equipment 19,647   2,928    2,402   24,977
Depreciation of right-of-use asset  162    325    1,136   1,623
Directors and Supervisory Committee
members’ fees
 -    -   161    161
ENRE penalties   4,535   21,575   -   26,110
Taxes and charges    -   2,568   141   2,709
Other   3   1   69    73
At 03.31.24   73,673   41,175    24,066   138,914
                 

 

 

The expenses included in the chart above are net of the Company’s own expenses capitalized in property, plant and equipment as of March 31, 2024 for $ 5,959.

 

Expenses by nature at 03.31.23
 Description    Transmission and distribution expenses    Selling expenses    Administrative expenses    Total
Salaries and social security taxes   25,001   3,355    7,531   35,887
Pension plans   2,460    330   741   3,531
Communications expenses    626   1,012    4   1,642
Allowance for the impairment of trade and other receivables    -   2,789   -   2,789
Supplies consumption   4,908    -   540   5,448
Leases and insurance    -   1    1,152   1,153
Security service   1,113    99   631   1,843
Fees and remuneration for services   13,955   6,588    8,739   29,282
Public relations and marketing    -   2,463   -   2,463
Advertising and sponsorship    -   1,269   -   1,269
Reimbursements to personnel    -    -    2   2
Depreciation of property, plant and equipment 18,579   2,770    2,272   23,621
Depreciation of right-of-use asset    104    207   726   1,037
Directors and Supervisory Committee
members’ fees
 -    -   105    105
ENRE penalties   2,922   5,505   -   8,427
Taxes and charges    -   3,472   199   3,671
Other   3   1   74    78
At 03.31.23   69,671   29,861    22,716   122,248

 

The expenses included in the chart above are net of the Company’s own expenses capitalized in property, plant and equipment as of March 31, 2023 for $ 5,254.

 

 
 19

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
Note 10 | Other operating income (expense), net

 

  Note   03.31.24   03.31.23
Other operating income          
Income from customer surcharges     4,224    3,885
Commissions on municipal taxes collection     463    839
Fines to suppliers      156    127
Services provided to third parties     433    934
Income from non-reimbursable customer
contributions
    60    46
Expense recovery     24   -
Framework agreement 2.c    -    2,346
Other     73    85
Total other operating income     5,433    8,262
           
Other operating expense          
Gratifications for services     (343)    (483)
Cost for services provided to third parties     (373)    (941)
Severance paid     (31)    (99)
Debit and Credit Tax      (1,539)   (2,374)
Provision for contingencies 28    (1,940)   (1,891)
Disposals of property, plant and equipment   (176)    (63)
Other     (59)    (112)
Total other operating expense      (4,461)   (5,963)
           

 

 

Note 11 | Net finance costs

 

    03.31.24   03.31.23
Financial income        
Financial interest   115   5
         
Financial costs        
Commercial interest    (77,686)    (131,902)
Interest and other    (35,540)    (14,809)
Fiscal interest    (11)    (8)
Bank fees and expenses    (352)    (1)
Total financial costs   (113,589)   (146,720)
         
Other financial results        
Changes in fair value of financial assets and financial liabilities    (91,795)    17,820
Loss on integration in kind of Corporate Notes    (975)   -
Exchange differences    (2,434)    (527)
Adjustment to present value of receivables    (1,160)    (368)
Other financial costs (*)    (4,212)    (5,287)
Total other financial results   (100,576)   11,638
Total net financial costs   (214,050)   (135,077)
         

 

(*) As of March 31, 2024 and 2023, $ 4,212 and $ 5,287, respectively, relate to Empresa de Energía del Cono Sur S.A. technical assistance.

 

 
 20

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
Note 12 | Basic and diluted earnings (loss) per share

 

Basic

 

The basic earnings (loss) per share is calculated by dividing the profit (loss) attributable to the holders of the Company’s equity instruments by the weighted average number of common shares outstanding as of March 31, 2024 and 2023, excluding common shares purchased by the Company and held as treasury shares.

 

The basic earnings (loss) per share coincides with the diluted earnings (loss) per share, inasmuch as there exist neither preferred shares nor Corporate Notes convertible into common shares.

 

    03.31.24   03.31.23
Income (Loss) for the period attributable to the owners of the Company    50,867    (38,639)
Weighted average number of common shares outstanding   875   875
Basic and diluted income (loss) per share – in pesos    58.13    (44.16)

 

 
 21

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
Note 13 | Property, plant and equipment

 

     Lands and buildings    Substations    High, medium and low voltage lines    Meters and Transformer chambers and platforms    Tools, Furniture, vehicles, equipment and communications    Construction in process   Supplies and spare parts    Total
 At 12.31.23                                
Cost   55,595   500,669    1,257,161    557,679   177,622   493,341   9,113   3,051,180
Accumulated depreciation    (15,893)    (200,150)    (558,116)    (254,033)   (92,864)   -    -    (1,121,056)
 Net amount   39,702   300,519    699,045    303,646   84,758   493,341   9,113   1,930,124
                                 
Additions   181   -   100    1,967    662   46,178    -   49,088
Disposals    -   -    (69)    (106)   (61)   -    -   (236)
Transfers   390   923    5,356    3,702    (4,907)    (8,863)   3,399    -
Depreciation for the period (379)    (4,701)    (10,878)   (5,736)    (3,283)   -    -   (24,977)
 Net amount 03.31.24   39,894   296,741    693,554    303,473   77,169   530,656   12,512   1,953,999
                                 
 At 03.31.24                                
Cost   56,166   501,594    1,261,591    563,187   173,198   530,656   12,512   3,098,904
Accumulated depreciation    (16,272)    (204,853)    (568,037)    (259,714)   (96,029)   -    -    (1,144,905)
 Net amount   39,894   296,741    693,554    303,473   77,169   530,656   12,512   1,953,999
                                 

 

· During the period ended March 31, 2024, the Company capitalized as direct own costs $ 5,959.

 

 
 22

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
     Lands and buildings    Substations    High, medium and low voltage lines    Meters and Transformer chambers and platforms    Tools, Furniture, vehicles, equipment and communications    Construction in process   Supplies and spare parts    Total
 At 12.31.22                                
Cost   52,429   490,712    1,218,694    536,210   139,079   424,126   5,686   2,866,936
Accumulated depreciation    (11,927)    (178,751)    (503,869)    (227,650)   (75,243)   -    -   (997,440)
 Net amount   40,502   311,961    714,825    308,560   63,836   424,126   5,686   1,869,496
                                 
Additions   48   1   76    3,526    283   34,801    -   38,735
Disposals   (66)   -    (217)    (66)    -   -    -   (349)
Transfers   1,098    1,222    14,739    5,872    485    (23,874)    458    -
Depreciation for the period (520)    (4,457)    (10,290)   (5,329)    (3,025)   -    -   (23,621)
 Net amount 03.31.23   41,062   308,727    719,133    312,563   61,579   435,053   6,144   1,884,261
                                 
 At 03.31.23                                
Cost   53,493   491,934    1,232,710    545,500   139,852   435,053   6,144   2,904,686
Accumulated depreciation    (12,431)    (183,207)    (513,577)    (232,937)   (78,273)   -    -    (1,020,425)
 Net amount   41,062   308,727    719,133    312,563   61,579   435,053   6,144   1,884,261
                                 

 

· During the period ended March 31, 2023, the Company capitalized as direct own costs $ 5,254.

 

 
 23

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
Note 14 | Right-of-use assets

 

The leases recognized as right-of-use assets in accordance with IFRS 16 are disclosed below:

 

   03.31.24    12.31.23
Right of uses asset by leases 6,249   5,367
       

 

 

The development of right-of-use assets is as follows:

 

   03.31.24    03.31.24
Balance at beginning of the year 5,367    3,340
Additions 2,505    714
Depreciation for the period (1,623)   (1,037)
Balance at end of the period 6,249    3,017

 

 

 

Note 15 | Inventories

 

    03.31.24   12.31.23
         
Supplies and spare-parts    76,248    60,368
Advance to suppliers   -    1
Total inventories    76,248    60,369
         

 

 

Note 16 | Other receivables

 

  Note    03.31.24    12.31.23
Non-current:          
Related parties 29.c    3    4
           
Current:          
Framework agreement (1) 2.c   92   419
Assigned assets and in custody (2)      21,840    30,939
Judicial deposits     416   567
Security deposits     392   555
Prepaid expenses     743    1,360
Advances to suppliers      3,704    2,082
Tax credits      22,672    13,276
Debtors for complementary activities      3,460    2,489
Other 18   23
Allowance for the impairment of other receivables      (106)    (89)
Total current      53,231    51,621

 

(1) As of March 31, 2024 and December 31, 2023, $ 92 and $ 419 relate to the Framework Agreement related to the Recognition of consumption in vulnerable neighborhoods period 2022, respectively.
(2) As of March 31, 2024 and December 31, 2023, relate to Securities issued by private companies for NV 19,610,291 assigned to Global Valores S.A. The Company retains the risks and rewards of the aforementioned assets and may make use of them at any time, at its own request.

 

The value of the Company’s other financial receivables approximates their fair value.

 

The non-current other receivables are measured at amortized cost, which does not differ significantly from their fair value.

 
 24

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 

The roll forward of the allowance for the impairment of other receivables is as follows:

 

       03.31.24    03.31.23
Balance at beginning of the year     89   206
Increase     63   47
Result from exposure to inflation      (46)    (47)
Balance at end of the period     106   206

 

 

Note 17 | Trade receivables

 

       03.31.24    12.31.23
Current:          
Sales of electricity – Billed      85,606    53,926
Receivables in litigation     173   157
Allowance for the impairment of trade receivables      (6,410)    (9,463)
Subtotal      79,369    44,620
           
Sales of electricity – Unbilled      123,305    51,876
PBA & CABA government credit      2,548    4,476
Fee payable for the expansion of the transportation and others      2    3
Total current      205,224    100,975

 

The value of the Company’s trade receivables approximates their fair value.

 

The roll forward of the allowance for the impairment of trade receivables is as follows:

 

       03.31.24    03.31.23
Balance at beginning of the year      9,463    21,880
Increase     379    2,742
Decrease      (108)    (2,149)
Result from exposure to inflation      (3,324)    (3,949)
Balance at end of the period      6,410    18,524

 

 

 

Note 18 | Financial assets at fair value through profit or loss

 

       03.31.24    12.31.23
           
           
Negotiable instruments      3,029   891
Mutual funds      141,281    124,390
Total Financial assets at fair value through profit or loss      144,310    125,281
           

 

 

Note 19 | Cash and cash equivalents

 

     03.31.24    12.31.23    03.31.23
Cash and banks    3,110    2,119    4,123
Mutual funds    22,097    11,721    23,288
Total cash and cash equivalents    25,207    13,840    27,411
             
 
 25

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
Note 20 | Share capital and additional paid-in capital

 

     Share capital    Additional paid-in capital    Total
             
Balance at December 31, 2022   528,616    7,086   535,702
             
Payment of Other reserve constitution - Share-based compensation plan   -   64   64
Balance at December 31, 2023 and at March 31, 2024   528,616    7,150   535,766

 

As of March 31, 2024, the Company’s share capital amounts to 906,455,100 shares, divided into 462,292,111 common, book-entry Class A shares with a par value of one peso each and the right to one vote per share, 442,566,330 common, book-entry Class B shares with a par value of one peso each and the right to one vote per share, and 1,596,659 common, book-entry Class C shares with a par value of one peso each and the right to one vote per share.

 

On April 16, 2024, 79,472 treasury shares were awarded, as part of the implementation of the Share-based Compensation Plan, to certain employees, beneficiaries of that plan. At the date of issuance of these condensed interim financial statements, treasury shares amounted to 30,772,779, with no share-based incentive plan being currently in effect.

 

Note 21 | Allocation of profits

 

The restrictions on the distribution of dividends by the Company are those provided for by the Business Organizations Law and by the negative covenants established by the Corporate Notes program.

 

If the Company’s Debt Ratio were higher than 3.75, the negative covenants set out in the Corporate Notes program, which establish, among other issues, the Company’s impossibility to make certain payments, such as dividends, would apply.

 

Additionally, in accordance with Title IV, Chapter III, section 3.11.c of the CNV, the amounts subject to distribution will be restricted to the amount equivalent to the acquisition cost of the Company’s own shares.

 

Note 22 | Trade payables

 

       03.31.24    12.31.23
Non-current          
Customer guarantees      1,470    1,873
Customer contributions     373   549
Total non-current      1,843    2,422
           
Current          
Payables for purchase of electricity - CAMMESA (1)      275,131    205,647
Provision for unbilled electricity purchases - CAMMESA      112,096    66,316
Suppliers      67,262    90,452
Related parties  29.c    3,186   946
Advance to customer      1,090    1,857
Customer contributions     37   56
Discounts to customers     35   55
Total current      458,837    365,329

 

(1) As of March 31, 2024 and December 31, 2023, includes $ 950 and $ 34,191 relating to post-dated checks issued by the Company in favor of CAMMESA, respectively.

 

 
 26

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 

The fair values of non-current customer contributions as of March 31, 2024 and December 31, 2023 amount to $ 43 and $ 65, respectively. The fair values are determined based on estimated discounted cash flows in accordance with a representative market rate for this type of transactions. The applicable fair value category is Level 3.

 

The value of the rest of the financial liabilities included in the Company’s trade payables approximates their fair value.

 

 

Note 23 | Other payables

 

  Note    03.31.24    12.31.23
Non-current          
Payment plan - CAMMESA  2.b    196,204    161,170
ENRE penalties and discounts (1)      80,650    78,654
Financial Lease Liability(2)     803    1,139
Total Non-current      277,657    240,963
           
Current          
Payment plan - CAMMESA  2.b    47,866    22,630
ENRE penalties and discounts (1)      34,277    16,686
Related parties  29.c    1,266    1,871
Advances for works to be performed     13   20
Financial Lease Liability (2)      4,102    3,277
Other     -    2
Total Current      87,524    44,486

 

(1) As of March 31, 2024 and December 31, 2023, $ 80,164 and $ 77,918 relate to penalties payable to users as stipulated in Article 2 of the Agreement on the Regularization of Payment Obligations signed in May 2019.

 

The fair value of the payment plan with CAMMESA, adjusted in accordance with the development of the MWh value (Note 2.b) as of March 31, 2024 and December 31, 2023 amount to $ 167,417 and $ 90,955 respectively. Such values were determined on the basis of the MWh monomic price published by CAMMESA at the end of each period. The applicable fair value category is Level 2.

 

The value of the rest of the financial liabilities included in the Company’s other payables approximates their fair value.

 

(2) The development of the finance lease liability is as follows:

 

   03.31.24    03.31.24
Balance at beginning of the year 4,416    2,351
Increase 1,982    624
Payments (2,410)   (1,714)
Exchange difference  457    958
Interest 1,060    349
Result from exposure to inlfation (600)    (419)
Balance at end of the period 4,905    2,149

 

 
 27

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
Note 24 | Borrowings

 

     03.31.24    12.31.23
Non-current        
Corporate notes (1)    127,285    67,236
         
Current        
Corporate notes (1)    48,605   -
Interest from corporate notes    3,404    76,386
Financial loans   894   430
Total current    52,903    76,816

 

(1) Net of debt issuance, repurchase and redemption expenses.
(2) Relate to Import financing loans taken with ICBC bank, for USD 657,597 and CNY 2,421,819. Annual interest rate: 16.6% and 15.5%, respectively.

 

The fair values of the Company’s Corporate Notes as of March 31, 2024 and December 31, 2023 amount approximately to $ 173,240 and $ 143,469 respectively. Such values were determined on the basis of the estimated market price of the Company’s Corporate Notes at the end of each period/year. The applicable fair value category is Level 1.

 

On January 30, 2024 the Company approved the terms and conditions of issue of Class No. 3 and Class No. 4 Corporate Notes, for an aggregate nominal value of USD 60,000,000, which may be extended to USD 100,000,000, in the framework of the Global Program for the Issuance of Simple non-convertible into shares Corporate Notes for a nominal value of up to USD 750,000,000, or its equivalent in other currencies, in accordance with the provisions of the Prospectus Supplement dated February 22, 2024.

 

On March 7, 2024, the Company issued the new Class No. 3 and Class No. 4 Corporate Notes for a nominal value of USD 95,762,688 and $ 3,577, respectively.

 

The new Class No. 3 Corporate Notes were paid-in in accordance with the following detail: (i) USD 34,157,571 relates to the Integration in Kind Tranche through the delivery of Class No. 2 Corporate Notes at the Exchange Ratio; and (ii) USD 61,605,117 relates to the Regular Integration Tranche. The exchange ratio for each USD 1.00 of nominal value of Class No. 2 Corporate Notes that the Eligible Holders thereof applied for the integration in kind of Class No. 3 Corporate Notes, received USD 1.0425 of nominal value of Class No. 3 Corporate Notes.

 

Consequently, Class No. 2 Corporate Notes for a nominal value of USD 32,766,541 (value including paid-in surplus: USD 33,028,852) have been settled, with the remaining balance in outstanding nominal value (USD 27,233,459) maturing on November 22, 2024.

 

The principal on the new Class No. 3 Corporate Notes will be repaid in a lump sum on November 22, 2026. Furthermore, they will accrue interest at a fixed nominal annual rate of 9.75%, payable semiannually in arrears on May 22 and November 22 of each year, commencing on May 22, 2024.

 

With regard to the new Class No. 4 Corporate Notes, the principal thereon will be repaid in a lump sum on March 7, 2025. Furthermore, they will accrue interest at a floating rate equivalent to the Private BADLAR rate (relating to the simple average interest rate for term deposits over one million Argentine pesos with a maturity of 30 to 35 days of private banks published by the BCRA), plus an annual fixed margin of 3%, payable quarterly in arrears on June 7, September 7, December 7, 2024 and March 7, 2025.

 

 
 28

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 

On March 27, 2024, the Company issued new Class No. 4 Additional Corporate Notes for a nominal value of $ 20,821. The issuance was above par, with the issuance total value thus amounting to $ 21,502.

 

As of March 31, 2024, an amount of $ 975 (USD 1,128,719) has been recognized in the Other finance income (costs) account as recognized additional to the Eligible Holders that applied for the integration in kind of Class No. 3 Corporate Notes.

 

Furthermore, an amount of $ 2,236 has been disbursed as issuance expenses of the new Class No. 3 and Class No. 4 Corporate Notes.

 

The Company is subject to covenants that limit its ability to incur indebtedness pursuant to the terms and conditions of Classes Nos. 1, 2, 3 and 4 Corporate Notes, which indicate that the Company may not incur new Indebtedness, except for certain Permitted Indebtedness or when the Debt ratio is not greater than 3.75 or less than zero and the Interest Expense Coverage ratio is less than 2. As of March 31, 2024, the values of the above-mentioned ratios meet the established parameters.

 

Based on the above, the Company’s Corporate Note debt structure is comprised of as follows:

 

                 
     in USD    in millions of $
 Corporate Notes  Class Financial debt at 12/31/2023 Exchange Issue Financial debt at 03/31/2024   Financial debt at 12/31/2023 Financial debt at 03/31/2024
 Fixed rate - Maturity 2024 2  60,945,000  (33,028,852)  -  27,916,148   75,589 23,869
 Floating rate - Maturity 2025 (*) 4 -  -  29,229,760  29,229,760    - 26,195
 Fixed rate - Maturity 2025 1  55,244,538  -  -  55,244,538   68,033 48,027
 Fixed rate - Maturity 2026 3 - 34,157,571  61,605,117  95,762,688    - 81,203
 Total    116,189,538 1,128,719  90,834,877  208,153,134   143,622 179,294
                 
                 
     in USD    in millions of $
 Corporate Notes  Class Financial debt at 12/31/2022 Exchange Issue Financial debt at 12/31/2023   Financial debt at 12/31/2022 Financial debt at 12/31/2023
 Fixed rate - Maturity 2024 2  30,000,000  -  30,945,000  60,945,000   24,275 75,589
 Fixed rate - Maturity 2025 1  55,244,538  -  -  55,244,538   45,230 68,033
 Total    85,244,538  -  30,945,000  116,189,538   69,505 143,622
                 

 

(*) Issuance in ARS, translated into USD at the exchange rate detailed in Note 5.

 

In the first quarter of 2024, credit rating agencies S&P Ratings, Moody’s and Fix SCr improved their credit ratings for the Company’s long-term debt issued in local and foreign currency, including its Corporate Notes. This implies an improvement in those agencies’ assessment of edenor’s ability to meet its indebtedness.

 

The Company’s borrowings are denominated in the following currencies:

 

     03.31.24    12.31.23
Argentine peso    26,195   -
US dollars    153,697    143,622
Chinese yuans   296   430
Total Borrowings    180,188    144,052

 

The maturities of the Company’s borrowings and their exposure to interest rates are as follow:

 

     03.31.24    12.31.23
Fixed rate        
Less than 1 year    26,708    76,816
From 1 to 2 years    127,285    67,236
Total fixed rate    153,993    144,052
Floating rate        
Less than 1 year    26,195   -
Total floating rate    26,195   -
 
 29

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
Note 25 | Salaries and social security taxes payable

 

     03.31.24    12.31.23
Non-current        
Seniority-based bonus    3,887    3,713
         
Current        
Salaries payable and provisions    15,147    35,442
Social security payable    11,316    4,530
Early retirements payable   273   414
Total current    26,736    40,386
         

 

The value of the Company’s salaries and social security taxes payable approximates their fair value.

 

Note 26 | Income tax and deferred tax

 

The breakdown of income tax, determined in accordance with the provisions of IAS 12 is as follows:

 

    03.31.24   03.31.23
Deferred tax    65,627   (15,856)
Income tax benefit (expense)   65,627   (15,856)
         

 

The detail of the income tax benefit (expense) for the period includes two effects: (i) the current tax for the period payable in accordance with the tax legislation applicable to the Company; and (ii) the effect of applying the deferred tax method on the temporary differences arising from the valuation of assets and liabilities for accounting and tax purposes.

 

The breakdown of deferred tax assets and liabilities is as follows:

 

  03.31.24   12.31.23
Deferred tax assets      
Tax loss carry forward (1) 67,090   40,150
Trade receivables and other receivables 2,506   3,690
Trade payables and other payables 17,615   10,594
Salaries and social security payable and Benefit plans 4,459   4,088
Tax liabilities 340   158
Provisions 4,926   6,807
Deferred tax asset 96,936   65,487
       
Deferred tax liabilities      
Property, plants and equipments (654,107)   (621,383)
Financial assets at fair value through profit or loss (19,904)   (26,142)
Borrowings (796)   (20)
Adjustment effect on tax inflation (82,305)   (143,745)
Deferred tax liability (757,112)   (791,290)
       
Net deferred tax liability (660,176)   (725,803)
       

 

(1) The accumulated tax losses and the years in which they become statute-barred are as follow:

 

Tax loss - Year of origin   Nominal value   Year of prescription
2022   45,419   2027
2023   30,239   2028
2024   116,028   2029
    191,686    

 

 
 30

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 

As of March 31, 2024 and December 31, 2023, the accumulated tax losses do not exceed their recoverable value.

 

The reconciliation between the income tax expense recognized in profit or loss and the amount that would result from applying the applicable tax rate to the accounting loss before taxes, is as follows:

 

    03.31.24   03.31.23
Loss for the period before taxes   (14,760)   (22,783)
Applicable tax rate   35%   35%
Result for the period at the tax rate   5,166   7,974
Gain on net monetary position   81,338   23,692
Adjustment effect on tax inflation   (20,882)   (47,111)
Non-taxable income   5   (411)
Income tax benefit (expense)   65,627   (15,856)

 

 

Note 27 | Tax liabilities

 

    03.31.24   12.31.23
Non-current        
Current        
Provincial, municipal and federal contributions and taxes    2,687    2,695
Tax withholdings    3,886    2,903
SUSS withholdings 228   226
Municipal taxes    1,015    1,209
Total current    7,816    7,033
         

 

 

Note 28 | Provisions

 

Included in non-current liabilities      
  For contingencies
  03.31.24   03.31.23
Balance at the beggining of the year 14,951   13,970
Increases 1,148   822
Result from exposure to inflation for the period (5,156)   (4,744)
Balance at the end of the period  10,943    10,048
       
       
Included in current liabilities      
       
  For contingencies
  03.31.24   03.31.23
Balance at the beggining of the year 4,350   7,086
Increases 792   1,069
Decreases (610)   (368)
Result from exposure to inflation for the period (1,498)   (1,284)
Balance at the end of the period  3,034    6,503
       
 
 31

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 
Note 29 | Related-party transactions

 

The following transactions were carried out with related parties:

 

a. Expense

 

Company   Concept   03.31.24   03.31.23
             
EDELCOS   Technical advisory services on financial matters   (4,212)   (5,287)
SACME   Operation and oversight of the electric power transmission system    (457)    (485)
Andina PLC   Financial interest    (14)    (43)
Estudio Cuneo Libarona Abogados   Legal fees   -    (4)
Grieco Maria Teresa   Legal fees    (1)   -
        (4,684)   (5,819)
             

 

b. Key Management personnel’s remuneration

 

    03.31.24   03.31.23
         
Salaries    3,908    3,592

 

The balances with related parties are as follow:

 

c. Receivables and payables

 

  03.31.24   12.31.23
Other receivables - Non current      
SACME  3    4
       
Trade payables      
EDELCOS (3,186)    (946)
Other payables      
Andina PLC (1,222)   (1,712)
SACME  (44)    (159)
  (1,266)   (1,871)
       

 

Note 30 | Shareholders’ Meeting

 

The Company’s Ordinary and Extraordinary Shareholders’ Meeting held on April 25, 2024 resolved, among other issues, the following:

 

- To approve the Company’s Annual Report and Financial Statements as of December 31, 2023.
- To allocate the $ 48,371 profit for the year ended December 31, 2023 (which at the purchasing power of the currency at March 31, 2024 amounts to $ 73,341) to the absorption of the accumulated deficit of the Unappropriated Retained Earnings account, in accordance with the terms of section 70, 3rd paragraph, of Business Organizations Law No. 19,550.
- To approve the actions taken by the Directors and Supervisory Committee members, together with their respective remunerations.
- To appoint Directors, Supervisory Committee members and the external auditors for the current fiscal year.
- To extend for a period of five years the term of the Simple Corporate Notes Program for up to USD 750,000,000 and to delegate powers to the Board of Directors.
- To extend the term for the holding of the Company’s treasury shares.
- To amend section 4 of the Bylaws, subject to its approval by the ENRE.
 
 32

CONDENSED INTERIM

FINANCIAL STATEMENTS

NOTES

 

On May 9, 2024, by means of Resolution No. 271/2024, the ENRE approved the amendment to the Bylaws decided by the Shareholders’ Meeting. The amendment is pending registration with the IGJ.

 

Note 31 | Events after the reporting period

 

The following are the events that occurred subsequent to March 31, 2024:

 

- Payment in shares under the Share-Based Compensation Plan, Note 20.
- The Company’s Ordinary and Extraordinary Shareholders’ Meeting, Note 30.
- Composition of the new Audit Committee and distribution of the Company Board of Directors’ positions, as resolved in the Board of Directors’ meeting of April 25, 2024.
- Tax claim for income tax, undocumented outflows and VAT, Note 7.
- Debt for energy purchased from the MEM – SE Resolution No. 58/2024, Note 2.b.
- Approval of the Program for the Electricity Distribution Rate Review – ENRE Resolution No. 270/2024, Note 2.a.
- Approval of amendment to the Bylaws – ENRE Resolution No. 271/2024, Note 30.

 

 

 

NEIL BLEASDALE

Chairman

 


 

 
 33

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Empresa Distribuidora y Comercializadora Norte S.A.

 

 

 

 

 

 

 

By:

 /s/ Germán Ranftl

 

Germán Ranftl

 

Chief Financial Officer

 

 

Date: May 10, 2024